================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ---------------------

                                  FORM 10 - QSB

                             ---------------------

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                                    333-39208
                                    ---------
                            (Commission File Number)

                For the quarterly period ended September 30, 2004

                       COL China Online International Inc.
                       -----------------------------------
        (Exact name of small business issuer as specified in its charter)

                  Delaware                           52-2224845
                  --------                           ----------
       (State or other jurisdiction     (IRS Employer Identification Number)
             of incorporation)

                       3176 South Peoria Court, Suite 100
                             Aurora, Colorado, 80014
                             -----------------------
           (Address of principal executive offices including zip code)

                                 (303) 695-8530
                                 --------------
          (Small Business Issuer telephone number, including area code)

                                       N/A
                                       ---
          (Former Name or Former Address, if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes    X    No
    -------    -------

As of September 30, 2004, the Registrant had outstanding 50,155,000 shares of
its common stock, par value $.001.

Transitional Small Business Disclosure Format (Check One):
Yes         No    X
    -------    -------

================================================================================
<PAGE>

                       COL China Online International Inc.


                                   FORM 10-QSB

                               September 30, 2004

                                Table of Contents

                                                                        Page No.

PART I.  FINANCIAL INFORMATION

Item 1    Financial Statements:

          Condensed Consolidated Balance Sheets as of September 30,
            2004 (unaudited) and June 30, 2004                               1

          Condensed Consolidated Statements of Operations for the
            three months ended September 30, 2004 and 2003 (unaudited)       2

          Condensed Consolidated Statements of Cash Flows for the
            three months ended September 30, 2004 and 2003 (unaudited)       3

          Notes to Condensed Consolidated Financial Statements               4

Item 2    Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                        6

Item 3    Controls and Procedures                                           11


PART II.  OTHER INFORMATION

Item 6    Exhibits                                                          12



Signature Page
Exhibit 31 Certifications
Exhibit 32 Certifications


<PAGE>
<TABLE>
<CAPTION>

                                      PART I FINANCIAL INFORMATION

Item 1   Financial Statements

                                   COL CHINA ONLINE INTERNATIONAL INC.
                                  CONDENSED CONSOLIDATED BALANCE SHEETS


                                                               JUNE 30, 2004  SEPTEMBER 30, 2004 (unaudited)
                                                               -------------  ------------------------------
                                                                   (Rmb)          (Rmb)          (US$)
                                                                                             (Illustrative
                                                                                                 Only)
Assets
<S>                                                                 <C>            <C>             <C>
CURRENT ASSETS:
    Cash                                                            101,532        340,566         41,094
    Accounts receivable, net of an allowance for doubtful
         accounts                                                    25,500         72,900          8,797
    Prepaid expense and other receivables                           396,307        385,915         46,567
    Net investment in the lease                                     988,293        741,220         89,439
                                                                -----------    -----------    -----------

             Total current assets                                 1,511,632      1,540,601        185,897

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of accumulated
    depreciation and impairment of Rmb10,048,950
    (US$1,212,558) and Rmb1,515,019 (US$182,810),
    respectively                                                  1,728,383      1,587,088        191,506
                                                                -----------    -----------    -----------

TOTAL ASSETS                                                      3,240,015      3,127,689        377,403
                                                                ===========    ===========    ===========


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                         1,202,312      1,358,541        163,928
    Advance deposit received                                        317,980        317,980         38,369
    Due to a minority stockholder                                   187,155        214,660         25,902
    Taxes payable                                                    91,977        138,537         16,717
                                                                -----------    -----------    -----------

             Total current liabilities                            1,799,424      2,029,718        244,916

NOTES PAYABLE:
    Majority Stockholder                                         71,059,244     73,190,561      8,831,547

STOCKHOLDERS' DEFICIENCY:
    Preferred stock, US$0.001 par value, 5,000,000 shares
         authorized, none outstanding
    Common stock, US$0.001 par value, 100,000,000 shares
         authorized, 50,155,000 shares issued and outstanding       408,864        408,864         50,155
    Additional paid-in capital                                    1,214,118      1,214,118        146,507
    Accumulated deficit                                         (71,207,705)   (73,681,642)    (8,891,544)
    Other comprehensive loss                                        (33,930)       (33,930)        (4,178)
                                                                -----------    -----------    -----------

             Total stockholders' deficiency                     (69,618,653)   (72,092,590)    (8,699,060)
                                                                -----------    -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                    3,240,015      3,127,689        377,403
                                                                ===========    ===========    ===========


              See accompanying notes to these condensed consolidated financial statements.

                                              Page 1
<PAGE>

                          COL CHINA ONLINE INTERNATIONAL INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                FOR THE THREE MONTHS ENDED
                                      -------------------------------------------------
                                      SEPTEMBER 30, 2003        SEPTEMBER 30, 2004
                                      ------------------    ---------------------------
                                                (Rmb)          (Rmb)          (US$)
                                                                          (Illustrative
                                                                              Only)

NET REVENUES:
    Marketing fees, minority stockholder          57,286           --             --
    Telecommunication                               --          160,078         19,316
                                             -----------    -----------    -----------

         Total revenues                           57,286        160,078         19,316

COST OF SALES:
    Telecommunication                            165,928         82,814          9,993
                                             -----------    -----------    -----------

    Gross margin                                (108,642)        77,264          9,323

OPERATING EXPENSES:
    General and administrative                 1,945,732      2,413,859        291,269
    Amortization and depreciation                176,490        173,285         20,909
                                             -----------    -----------    -----------

         Total operating expenses              2,122,222      2,587,144        312,178
                                             -----------    -----------    -----------

OPERATING LOSS                                (2,230,864)    (2,509,880)      (302,855)

    Rental income                                 54,000           --             --
    Other income                                  34,673         35,943          4,337
                                             -----------    -----------    -----------

LOSS BEFORE MINORITY INTEREST                 (2,142,191)    (2,473,937)      (298,518)

    Minority interest                               --             --             --
                                             -----------    -----------    -----------

NET LOSS                                      (2,142,191)    (2,473,937)      (298,518)
                                             ===========    ===========    ===========

OTHER COMPREHENSIVE GAIN                              29           --             --
                                             -----------    -----------    -----------

COMPREHENSIVE LOSSES                          (2,142,162)    (2,473,937)      (298,518)
                                             ===========    ===========    ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE         (0.04)         (0.05)        (0.006)
                                             ===========    ===========    ===========

WEIGHTED AVERAGE COMMON SHARES                50,155,000     50,155,000     50,155,000
                                             ===========    ===========    ===========



     See accompanying notes to these condensed consolidated financial statements.

                                      Page 2

<PAGE>

                               COL CHINA ONLINE INTERNATIONAL INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                              FOR THE THREE MONTHS ENDED
                                                    ----------------------------------------------
                                                    SEPTEMBER 30, 2003       SEPTEMBER 30, 2004
                                                    ------------------     -----------------------
                                                               (Rmb)         (Rmb)        (US$)
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                               (2,142,191)   (2,473,937)     (298,518)
     Adjustments to reconcile net loss to net cash used
      in operating activities:
         Loss on disposal of equipment                            --          15,100         1,822
         Amortization and depreciation                         176,490       173,285        20,909
         Bad debts written off                                  17,713          --            --
         Change in operating assets and liabilities:
           Increase in:
              Accounts receivables                             (56,856)      (47,400)       (5,720)
              Other assets                                    (471,426)       10,392         1,254
           (Decrease) Increase in:
              Accounts payable and accrued expenses,
                and advance deposit received                  (752,255)      156,229        18,851
              Taxes payable                                     (1,860)       46,560         5,619
                                                            ----------    ----------    ----------

         Net cash used in operating activities              (3,230,385)   (2,119,771)     (255,783)
                                                            ----------    ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                     (24,794)      (47,090)       (5,682)
     Lease payments received                                      --         247,073        29,813
                                                            ----------    ----------    ----------

         Net cash (used) provided in investing activities      (24,794)      199,983        24,131
                                                            ----------    ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Mortgage loans repayments                                 (85,416)         --            --
     Advances from Majority Stockholder                      3,025,372     2,131,317       257,176
     Minority stockholders interest and advance                 (7,172)       27,505         3,319
                                                            ----------    ----------    ----------

         Net cash provided by financing activities           2,932,784     2,158,822       260,495
                                                            ----------    ----------    ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                             29          --            --
                                                            ----------    ----------    ----------

NET (DECREASE) INCREASE IN CASH                               (322,366)      239,034        28,843

CASH, beginning of period                                      548,405       101,532        12,251
                                                            ----------    ----------    ----------

CASH, end of period                                            226,039       340,566        41,094
                                                            ==========    ==========    ==========


CASH PAID FOR INTEREST                                          10,983          --            --
                                                            ==========    ==========    ==========


        See accompanying notes to these condensed consolidated financial statements.

                                        Page 3
</TABLE>
<PAGE>

                       COL CHINA ONLINE INTERNATIONAL INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Company Organization and Operations
     -----------------------------------

     Nature of Operations - COL China Online International Inc. ("COL
     International" or the "Company") was incorporated as a Delaware corporation
     on February 22, 2000, for the purpose of acquiring and conducting the
     engineering services and internet related business of Migration
     Developments Limited, a British Virgin Islands Company ("Migration") and
     raising equity capital to be utilized in the business of Migration. Prior
     to the acquisition of Migration, the Company was considered to be in the
     development stage, due to its limited operations and lack of revenues.

     In July 2001, the Company completed its initial public offering of common
     stock. The Company issued 1,655,000 shares of common stock in this offering
     at US$0.05 per share (approximately US$83,000). All net proceeds from this
     offering were used to pay costs associated with the offering.

     On September 24, 2001, the Company acquired all the outstanding shares of
     common stock of Migration in exchange for 40.2 million shares of the
     Company's common stock. As a result of the acquisition, Migration became a
     wholly owned subsidiary of the Company.

     For financial reporting purposes, the acquisition of Migration by the
     Company on September 24, 2001 has been treated as a reverse acquisition.
     Migration is the continuing entity for financial reporting and the
     acquisition of the Company is considered a recapitalization and
     restructuring of Migration. On this basis, the historical financial
     statements prior to September 24, 2001 represent the financial statements
     of Migration. The historical shareholders' equity accounts of the Company
     have been retroactively restated to reflect the issuance of 40,200,000
     shares of common stock since inception of Migration and the issuance of
     9,955,000 shares of stock upon the merger with the Company.

     Migration was formed on May 18, 1998 and has two subsidiaries, Shenzhen
     Knowledge & Communications Co., Ltd. (formerly Shenzhen Rayes Electronic
     Systems Co., Ltd.) ("Joint Venture") and Shanghai Shangyi Science and Trade
     Information Consulting Co., Ltd. ("Shangyi"), in which it has 90% and 70%
     equity interests, respectively. The Joint Venture and Shangyi are
     Sino-foreign equity joint ventures in the People's Republic of China (PRC).
     Most of the operations of Migration are through the Joint Venture, which
     did not commence substantive operations until the Spring of 1999. The
     acquisitions of Joint Venture and Shangyi had been accounted for as
     purchases by Migration.

     Because the Company's past business model of attempting to be the IT
     department for small and medium-sized businesses by offering a broad range
     of IT services and providing electronic commerce services has not been
     successful, the Company has developed a new business model. The Company is
     developing two IT business through two divisions. COL Convergence will
     focus on the providing of internet and telecommunication convergence
     solutions and COL Interactive will focus on providing customer-specific
     solutions for the retail industry.

                                     Page 4
<PAGE>

                       COL CHINA ONLINE INTERNATIONAL INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.   Basis of Presentation
     ---------------------

     The unaudited condensed consolidated financial statements have been
     prepared by the Company, pursuant to the rules and regulations of the
     Securities and Exchange Commission (SEC). Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been omitted
     pursuant to such SEC rules and regulations; nevertheless, the Company
     believes that the disclosures are adequate to make the information
     presented not misleading. These financial statements have been prepared on
     the same basis as the annual financial statements. These financial
     statements and the notes hereto should be read in conjunction with the
     financial statements and notes thereto included in the Company's Annual
     Report on Form 10-KSB for the year ended June 30, 2004 which was filed
     October 13, 2004. In the opinion of the Company, all adjustments, including
     normal recurring adjustments necessary to present fairly the financial
     position of the Company as of September 30, 2004 and the results of its
     operations and cash flows for the quarter then ended, have been included.
     The results of operations for the interim period are not necessarily
     indicative of the results for the full year.

     The amounts included in the financial statements are presented in Renminbi
     ("Rmb") which is COL International's functional currency, unless otherwise
     indicated as US dollars, because COL International's operations are
     primarily located in the PRC. For illustrative purposes, the condensed
     consolidated balance sheet as September 30, 2004 and condensed consolidated
     statement of operations for the three months ended September 30, 2004 and
     condensed consolidated statement of cash flows for the three months ended
     September 30, 2004 have been translated into US dollars at approximately
     8.2870 Rmb to the dollar, which was the exchange rate at September 30,
     2004.


3.   Comprehensive Income Loss
     -------------------------

     The Company accounts for comprehensive income (loss) in accordance with
     SFAS No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes
     standards for reporting comprehensive income and its components in
     financial statements. Comprehensive income, as defined therein, refers to
     revenues, expenses, gains and losses that are not included in net income
     but rather are recorded directly in stockholders' equity. Accumulated other
     comprehensive loss for the quarter and three months period ended September
     30, 2004, respectively, represented foreign currency translation
     adjustments.


4.   Net Loss Per Share
     ------------------

     Basic and diluted net loss per share is computed by dividing net loss by
     the weighted average number of common shares outstanding.

     Pursuant to the Company's 2000 Stock Option Plan, options may be granted to
     purchase an aggregate of 4,000,000 shares of common stock to key employees
     and other persons who have or are contributing to the Company's success. As
     of September 30, 2004, no options had been granted under the 2000 plan.


                                     Page 5
<PAGE>

Item 2  Management's Discussion and Analysis of Financial Condition and Results
        of Operations


This document contains certain forward-looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. When used in this document, the words "expects",
"anticipates", "intends" and "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document. Our actual
results could differ materially from those discussed in this document. Factors
that could cause or contribute to such difference include those discussed below
and in the Company's Annual Report on Form 10-KSB for the year ended June 30,
2004.


Overview

COL China Online International, Inc. (the "Company" or "COL International") was
formed for the purpose of acquiring and conducting the engineering services and
the internet related business of Migration Development Limited, a British Virgin
Islands Company ("Migration") and raising equity capital to be utilized in the
business of Migration. Beginning in approximately January 2004, the Company
focused its business on internet and telecommunication convergence solutions and
customer-specific solutions for the retail industry.

Initial Public Offering - In July 2001, the Company completed its initial public
offering of common stock. The Company issued 1,655,000 shares of common stock in
this offering at US$0.05 per share (approximately US$83,000). All net proceeds
from this offering were used to pay costs associated with the offering.

Going concern - The ability of COL International to continue operations as a
going concern is dependent upon continued support from Honview International
Limited ("Honview"), a former shareholder of Migration, which is now a major
stockholder of COL International and Migration achieve profitable operations
and/or additional funds are raised in future private and public offerings.

Acquisition - In September 2001, the Company acquired all the outstanding shares
of common stock of Migration in exchange for 40.2 million shares of the
Company's common stock. As a result of the acquisition, Migration became a
wholly owned subsidiary of COL International. However, for accounting purposes,
this transaction is treated a reverse acquisition, whereby Migration is
considered as an acquirer.

Migration was formed on May 18, 1998 and has two subsidiaries, Shenzhen
Knowledge & Communications Co., Ltd. (formerly Shenzhen Rayes Electronic Systems
Co., Ltd.) ("Joint Venture") and Shanghai Shangyi Science and Trade Information
Consulting Co., Ltd. ("Shangyi"), in which it has 90% and 70% equity interests,
respectively. The Joint Venture and Shangyi are Sino-foreign equity joint
ventures in the People's Republic of China (the "PRC"). Most of the operations
of Migration are through the Joint Venture, which did not commence substantive
operations until the Spring of 1999.

Migration initially provided marketing and technical services for Internet
Service Providers ("ISP") and value - added services generally relate to the
installation of computer network systems (i.e., Local Area Networks or LANs) in
the PRC.

                                     Page 6
<PAGE>

Plan of Operations - Because the Company's past business model was not
successful the Company has developed a new business model. The Company is
developing two IT business ("COL Convergence" and "COL Interactive"). COL
Convergence will focus on the provision of internet and telecommunication
convergence solutions and COL Interactive will focus on providing
customer-specific solutions for the retail industry.

     As of January 1, 2004, all assets and operations unrelated to the business
of COL Convergence and COL Interactive have been disposed of.

COL Convergence Business Overview
---------------------------------

COL Convergence ("COLc") intends to develop as a leading provider of
communication services offering tailored solutions to multinational companies in
China.

The mission of COLc is to help its customers obtain the communication
environment they need to be able to compete on the highest levels. After a
custom-made plan is developed for each client, COLc plans to deploy and manage
the technology with its experienced staff of engineers and managers.

COLc is currently discussing possible business engagements with a number of
telecommunication network providers.

COL Interactive Business Overview
---------------------------------

The aim of COL Interactive ("COLi") is to increase sales for retail groups and
leading Famous Multinational Conglomerates ("FMCG") operating in the greater
China area by implementing and integrating various technologies "In-Store".

COLi's philosophy is based around "Customer Specific Services". By linking
consumers and their purchasing history and habits with in-store point of
purchasing advertising devices, COLi believes it can market FMCG's products in
the most effective way and increase sales in all areas.

In-store advertising has the strongest influence over the in-store purchase
decision and impulse buy. COLi plans to take traditional in-store advertisement
to the next stage by implementing and integrating its multimedia and interactive
technologies.

COLi intends to partner with leading retail groups in the region and is
currently negotiating with one of China's largest retail chain stores and a
convenience store chain.

The Company has a negative cash flows from operating activities and is seeking
additional financing in order to satisfy its cash requirements. The Company
anticipates that it will require approximately Rmb6,000,000 (or approximately
US$724,000) in financing during the current year to satisfy its cash
requirements. COL International, through its Migration subsidiary, currently
employs approximately 30 employees in China. The Company may recruit more staff
should its plan of operations prove successful, of which there is no assurance.

We anticipate purchases of equipment amounting up to approximately Rmb500,000
(or approximately US$61,000) in the current year in order to implement the
Company's new business plan.

                                     Page 7
<PAGE>

Results of Operations

Revenues for the three months ended September 30, 2004 represented
telecommunication services revenue of Rmb160,078 (US$19,316) but the Company has
no revenue generated from telecommunication services for the three months ended
September 30, 2003. The Company has marketing fees received from Shenzhen Rayes
Group Co., Ltd. of Rmb57,286 for the three months ended September 30, 2003 but
no revenues were derived from the three months ended September 30, 2004.

The Company contracted with a telecommunication services company selling IDD (IP
phone) to end-users and receives telecommunication services commission income
from the agent, which is a percentage of monthly usage end-users.

During the quarter, the Company contracted with Railcomm Internet for the
installation and promotion of inter-call services. The Company received income
from end-users for the installation services provided and commission from
Railcomm, which is a percentage of monthly usage end-users.

The Company also contracted with a supermarket, which allowed COL International
to install projectors in its shops. In-store advertising income will eventually
be derived from projecting advertising programs from the projectors installed in
supermarkets. The real operation has not been commenced, and no revenue was
derived from advertising.

The ISP services business was terminated and transferred to a third party in
September 2003. No revenue was derived from advertising upon the termination. In
the past, marketing fees were related to the Joint Venture's share of 50 percent
of the revenues generated from ISP services owned by a minority shareholder,
Rayes Group, and computer hosting of web sites for customers.

In connection with these services, the Company has an agreement with Rayes Group
to reimburse Rayes Group for its actual transmission (i.e., telephone line)
costs, provided that Rayes Group will pay all incremental costs related to
expansion of the telecommunications facilities related to the ISP operations.

These amounts totaled Rmb165,928 and Rmb82,814 (US$9,993) for the three months
period ended September 30, 2003 and 2004, respectively. The Joint Venture has no
long-term commitments in connection with its telecommunication costs other than
management fees payable to the Rayes Group for providing services. The decrease
in telecommunication costs is primarily due to the ceasing of the Company's
related ISP business.

Other income for the three months period ended September 30, 2004 was Rmb35,943
(US$4,337) as compared to Rmb34,673 for the three months period ended September
30, 2003. "Other income" primarily represents interest income and miscellaneous
income.

Starting from 2003, the Company purchased and leased out a system of computer
network and software for generating lease income, the cost of the system is
approximately Rmb1,976,000 (US$238,456) and has been recorded in net investment
in the lease of Rmb741,220 (US$89,439) in the Company's condensed consolidated
balance sheet as of September 30, 2004. The relevant lease income for the three
months period of September 30, 2003 and 2004 was Rmb34,648 and Rmb34,648
(US$4,181), respectively.

General and administrative costs include salaries, rent, travel and other
overhead costs. For the three months ended September 30, 2003 and 2004, general
and administrative costs totaled Rmb1,945,732 and Rmb2,100,059 (US$253,404),
respectively. The increase represented the research and development cost of
Rmb395,248 (US$47,693). The Company did not incur any research and development
costs during the three months ended September 30, 2003.

                                     Page 8
<PAGE>

Amortization and depreciation expense for the three months ended September 30,
2003 and 2004 was Rmb176,490 and Rmb173,285 (US$20,909), respectively. The
decrease is due to some fixed assets fully depreciated in last year.

The Company has not recognized any future tax benefits resulting from its
operating losses due to the uncertainty of future realization.

No share of loss has been absorbed by minority shareholder for the three months
ended September 30, 2004 as its initial capital contribution was fully absorbed.

The above has resulted in net losses of Rmb2,142,191 and Rmb2,160,137
(US$260,653) for the three months ended September 30, 2003 and 2004,
respectively. The Company expects to continue to incur losses until its services
are more fully developed and accepted in China.

Liquidity and Capital Resources

COL's ability to continue operations is currently dependent upon continuing
financial support from its majority stockholder. As of September 30, 2004 and
June 30, 2004, the Company had a negative working capital of Rmb175,317
(US$21,154) and negative working capital of Rmb287,792 respectively. As of
September 30, 2004, advances from the majority stockholder totaled Rmb73,190,561
(US$8,831,547). The Company's management believes the majority stockholder will
continue to provide financial support to the Company, although the majority
stockholder's agreement with the Company to provide financial support up to US$8
million expired January 1, 2004.

Cash used in operating activities for the three months ended September 30, 2004
was Rmb2,108,175 (US$254,384) as compared with Rmb3,230,385 for the three months
ended September 30, 2003. The cash used in operations was to fund operating
losses of Rmb2,142,191 and Rmb2,160,137 (US$260,653), generally offset by
non-cash expenses related to amortization and depreciation of Rmb176,490 and
Rmb173,285 (US$20,909) for the three months ended September 30, 2003 and 2004,
respectively.

Cash provided for investing activities for the three months ended September 30,
2004 was Rmb199,983 (US$24,131) as compared to cash used in investing activities
of Rmb24,794 for the three months ended September 30, 2003. During the quarter,
the Company received Rmb247,073 (US$29,813) from the lease of computer equipment
and software.

Cash flows from financing activities have generally come from advances by the
majority stockholder of the Company. During the three months ended September 30,
2003 and 2004, the majority stockholder has advanced Rmb3,025,372 and
Rmb2,131,317 (US$257,176), respectively.

Critical Accounting Policies

The Company's significant accounting policies are described in note 2 to the
financial statements for three months ended September 30, 2003 and 2004 included
in the Company's Form 10-KSB in the accompanying financial statements and notes
to consolidated financial statements. The Company believes its most critical
accounting policies include accounting for provision for doubtful debts and
impairment loss provision.

                                     Page 9
<PAGE>

No provision for impairment loss on fixed assets and net investment in the lease
is made for the three months ended September 30, 2004, because the carrying
value of fixed assets, net of accumulated depreciation and impairment of
Rmb10,048,950 (US$1,212,558) and Rmb1,515,019 (US$182,810), respectively, and
the carrying value of net investment in the lease are stated at its recoverable
amount at the period-end date estimated by the management.























                                    Page 10
<PAGE>

Item 3   Controls and Procedures

Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with participation of the Company's
management, including our Chief Executive Officer, who is also our Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of
1934). Based on his evaluation, as of September 30, 2004, our Chief Executive
Officer/Chief Financial Officer has concluded that disclosure controls and
procedures are, to the best of his knowledge, effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. Subsequent to the date of his evaluation, there were not significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.


                           PART II - OTHER INFORMATION

Item 1   Legal Proceedings

         None

Item 2   Unregistered Sales of Equity securities and Use of Proceeds

         None

Item 3   Defaults Upon Senior Securities

         None

Item 4   Submission of Matters to a Vote of Security Holders

         None

Item 5   Other Information

         None

Item 6.  Exhibits And Reports

         Exhibits.
         ---------

              Exhibit No.     Description
              -----------     -----------

                 3.1          Certificate Of Incorporation filed with the
                              Delaware Secretary Of State effective as of
                              February 22, 2000 (2)

                 3.2          Certificate Of Amendment To The Certificate Of
                              Incorporation filed with the Delaware Secretary Of
                              State effective as of April 3, 2000 (2)


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<PAGE>

                 3.3          Amended And Restated Bylaws (3)

                 3.4          Sino-Foreign Joint Venture Contract (1) (2)

                 3.5          Articles Of Association of the Sino-Foreign Joint
                              Venture (1) (2)

                 31           Certifications of the Chief Executive Officer and
                              Chief Financial Officer pursuant to Section 302 of
                              the Sarbanes-Oxley Act of 2002

                 32           Certifications of Chief Executive Officer and
                              Chief Financial Officer pursuant to 18 U.S.C.
                              Section 1350 as adopted pursuant to Section 906 of
                              the Sarbanes-Oxley Act of 2002

          -------------------
          (1)  Translated into English from Chinese.

          (2)  Incorporated by reference from the Company's Registration
               Statement on Form SB-2 on June 13, 2000 (Registration No.
               333-39208).

          (3)  Incorporated by reference from Amendment No. 3 to the Company's
               Registration Statement on Form SB-2 on January 17, 2001
               (Registration No. 333-39208).








                                     Page 12
<PAGE>



                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                           COL CHINA ONLINE INTERNATIONAL INC.


Date:  November 15, 2004                   By: /s/ Chi Keung Wong
                                           -------------------------------------
                                           Chi Keung Wong
                                           Chief Executive Officer and
                                           Chief Financial Officer









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